Loading...
HomeMy WebLinkAboutAtkins North America Inc; 2014-05-21; PEM1094PEM1094 AGREEMENT FOR BRIDGING CONSULTING SERVICES (ATKINS NORTH AMERICA, INC.) THIS AGREEMENT is made and entered into as of the e^f day of corporation, tAauj , 2014, by and between the CITY OF CARLSBAD, a munidpai 1, ("dty"), and ATKINS NORTH AMERICA, INC., a Florida corporation, ("Contractor"). RECITALS A. City requires the professional services of a Construction Management Firm that is experienced In coordination of roofing and HVAC work. B. Contractor has the necessary experience in providing professional services and advice related to coordination of roofing and HVAC work. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these redtals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exerdsed by reputable members of Contractor's profession practidng in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year periods or parts thereof in an amount not to exceed thirty thousand dollars ($30,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance. City needs, and appropriation of funds by the City Coundl. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is ofthe essence for each and every provision ofthis Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be forty two thousand three hundred sixty dollars and ninety six cents ($42,360.96). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "B". City Attorney Approved Version 1/30/13 PEM 1094 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, sodal security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election. City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms ofthis Agreement applicable to Contractor's work unless spedfically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses induding attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is induded as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or eariy termination ofthis Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against daims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII". OR with a surplus City Attorney Approved Version 1/30/13 PEM 1094 line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance spedfied to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commerdai General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted polides contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv. (if the use of an automobile is involved for Contrador's work for City). $1,000,000 combined single-limit per acddent for bodily injury and property damage. 10.1.3 Workers' Compensation and Emolover's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per daim. Coverage must be maintained for a period of five years following the date of completion of the work. Q If box is checked. Professional Liability City's Initials Contractor's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the polides of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, exduding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providino Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. City Attorney Approved Version 1/30/13 PEM 1094 10.4 Failure to Maintain Coveraae. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Polides. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS UCENSE Contractor will obtain and maintain a City of Carisbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be cleariy identifiable. Contrador will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Patrick McGarry Name Johannes J. Merkler Title Public Works Superintendent Title Senior Project Manager Department PEM - Public Works Address 3570 Carmel Mountain Rd, Ste. 300 City of Carisbad San Diego, CA 92130 Address 1635 Faraday Avenue Phone No. 858 514 1045 Carisbad, CA 92008 Email iohn.merkier@.atkinsqlobal.com Phone No. 760 602 2739 City Attorney Approved Version 1/30/13 PEM1094 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, induding, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose sen/ices are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not othenwise settted by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be fonwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fonwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment ofthe Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work produd and City Attorney Approved Version 1/30/13 PEM1094 put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making ofthis Agreement. For breach or violation of this warranty. City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part ofthe Agreement process as set forth in this Agreement and not in antidpation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for dvil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitted to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. /// City Attorney Approved Version 1/30/13 PEM 1094 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR ATKINS NORTH AMERICA, INC. a Florida corporation CITY OF CARLSBAD, a munidpai corporation of the State of California By: hert) Kenneth J. Bums, Jr., Senior Vice President By (print name/title) XS^TAJJX Citv Manager or Mayui ui DIvltilon ljiT^teji| as-dulhoil/iid by the City Manag^iV^^:- -^:^^P'^ Kathryn B. Dodson ^^V*""^'^ ' ' (sign here) Rene de los Rios, Assistant Secretai (print name/title) ATTEST: BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 1/30/13 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of. On (i\(^d rSc^D^H before me, R^^ph^Hj^ \kv4^r^^y^ ' kjok^ I o^te ^ « Here Insert Name and Title of the Officer v. ) personally appeared \Lt^hl'\V\ CX'- Vs^ mS . Name(s) of Signer{s) 1 STEPHANIE HENDERSON Commitsion # 2001838 Notary PuMc - CaUfornia 1 San INago County ^ who proved to me on the basis of satisfactory evidence to be the person(s> whose name(s) is/are- subscribed to the within instrument and acknowledged to me that Jae/st^eithey executed the same in his/herAheir authorized capacity (ies), and that by his/her/thetr signature^©) on the instrument the person(«)-, or the entity upon behalf of which the persor\(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature: OPTIONAL Signature of Notary Public Description of Attached D;pcument Title or Type of Document: Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. ed Document , pi .-^ \j_\ „ C r f /^rge^ent -Vr ^^^^^ LoV^o\-hV^ ^^i/sCcS Document Date: Number of Pages: ' ^ Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: iL • Corporate Officer — Title(s): • Individual n Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer Is Representing: Signer's Name: • Corporate Officer — Title(s): • Individual • Partner — • Umited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: RIGHTTHUMBPRINT OF SIGNER Top of thunnb here Signer Is Representing: ) 2010 National Notary Association • NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 NOTARY ACKNOWLEDGEMENT STATE OF FLORIDA COUNTY OF ML\MI-DADE} Rene de los PERSONALLY Rios APPEARED before me, well known the undersigned authority, to me or who has produced as identification and known by me to be the Assistant Secretarv of the corporation named above, and acknowledged before me that he executed the foregoing instrument on behalf of said corporation as its true act and deed, and that he was duly authorized to do so. WITNESS my hand and official seal this 15th day of May, 2014. DEBORAH LYNN SHIMEL MY COMMISSION #FF 036524 EXPIRES: Novemlwr 13,2017 Bondad Thm Mot»y Public Undanwitert NOTARY PUBLIC Print Name: Deborah Lynn Shimel My Commission Expires: Nov. 13,2017 City of Carisbad Las Palmas Renovation Project Exhibit A Scope of Services Task 1: Design Intent Development Phase 1 Task 1.1 Proiect Manaaement Provide a qualified Project Manager (PM) to coordinate the entire project, (Phase 1, 2 and 3). The PM shall be the single point of contact to the City and the rest of the Bridging Consultant Team. The PM shall assist the City with establishing appropriate project management tools and software for proper document tracking and trending of the project. The City plans to employ our current document management system, Microsoft SharePoInt to file all relevant documents and to employ workflows to assist with managing project tasks. The PM will be responsible for populating this database and managing the work flows. The PM will be responsible for coordinating all response to the Design/Builder, including RFI's, ASI's, Submittals, and construction activities. Weekly meetings will be scheduled for the duration of the project and must be attended by the PM. Project Close-out will involve Punch List review/input and as-built documentation review. Task 1.2 Bridging Document Development Bridging Consultant should anticipate adequate meetings with City staff and Design/Builder. Develop the following deliverables for the procurement of the Design/Builder: Owner program requirements Current Plan/New changes Performance specifications Conceptual plans Design/Builder's Scope of Work BOD Basis of design/design standards Construction budget validation Contract document review (Contract provided by City) Task 2: Construction Services Phase 2 Task 2.1 Contract Administration/Management The PM shall be responsible for assisting the City's Civic Projects Manager with all aspects of contract compliance, design intent interpretation and enforcement through construction and project closeout. Task 2.2 Reports and Communications The PM shall document all relevant project communications and promptly distribute to the City and applicable parties. Communication between the Design/Builder and the Bridging Consultant shall be closely managed by the City's Civic Projects Manager. No directives shall be made by the Bridging Consultant to the Design/Builder without written approval from the City's CIVIC Projects Manager. The Bridging Consultant shall prepare and submit monthly progress reports to the City's Civic Projects Manager and shall include the following elements: City of Carisbad Las Palmas Renovation Project Exhibit A Scope of Services a) Summary of the prior month's main accomplishments and current construction activities. Include an evaluation of last month's report of expected task completion to actual. b) Overall Design/Builder's conformance to contract quality requirements. c) Identification of key problems, action items, and issues, including recommendations for solutions. d) Summary of change orders, disputes, submittals, RFI's, and Notices of Noncompliance. e) Photographs of representative project activities printed and electronically stored. f) Provide list of Deviation Activities and any corrections taken/planned. Task 2.3 Photo Documentation The Bridging Consultant shall take and develop construction documentation photographs on a regular basis; maintain a digital photographic library of all significant construction activities. Provide unique file names for photos with date and location information included. Take additional photographs to document differing site conditions, change order and claim items, and any special or unique conditions as they arise. The Bridging Consultant shall incorporate new software capabilities (Blue Beam, etc.) that allow photographs taken in the field to be linked to the site plan/drawing/detail of the photographed location in .pdf format. A report of these photos linked to their location shall be provided monthly. Task 2.4 Construction Progress Meetings The Bridging Consultant shall schedule and attend weekly construction progress meetings with the Design/Builder and the City representatives. Task 2.5 Shoo Drawings and Submittal Reviews The Bridging Consultant shall review all submittals and verify compliance to the design intent. Task 2.6 Plans and Specifications Interpretation The Bridging Consultant shall review and respond to the City regarding all responses to Requests for Information (RFI) generated by the Design/Builder. The Bridging Consultant will review all RFI responses as it relates to compliance to the Design Intent. Task 2.7 Construction Observation Services The Bridging Consultant shall observe the Design/Builder's work to ensure compliance with the contract documents and Design Intent; perform technical observation at the job site as required of materials and workmanship; and discuss with the Design/Builder appropriate revisions to the City of Carisbad Las Palmas Renovation Project Exhibit A Scope of Services methods and procedures used in peri^orming the work. The Bridging Consultant may not authorize extra work or approve of work that deviates from the contract documents. Task 3: Proiect Closeout Phase 3 The Bridging Consultant shall assist the City by preparing detailed project punch lists at closeout of the project and coordinate the various City departments' concerns and corrections. Upon correction of deficiencies, the Bridging Consultant shall schedule, coordinate, and conduct a final walk-through prior to the acceptance of work with the City's Civic Projects Manager, Library, Facilities, and Information Technology Departments. Verify work, testing, cleanup and demobilization is complete. Review that the Design/Builder's project record drawings are complete and accurate. FEE Exhibit B Fee Proposal ATKINS 3750 Carmel Road, Suite 300, San Diego, CA (858)514-1045 john.merkler@atkinsglobal.com